UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) MARCH 30, 2005
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MASCO CORPORATION
(Exact name of Registrant as Specified in Charter)
DELAWARE 1-5794 38-1794485
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
21001 VAN BORN ROAD, TAYLOR, MICHIGAN 48180
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(Address of Principal Executive Offices) (Zip Code)
(313) 274-7400
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01: ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The Organization and Compensation Committee (the "Committee") of the
Board of Directors of Masco Corporation (the "Company") administers the
Company's 2002 Annual Incentive Compensation Plan (the "Incentive Compensation
Plan"), under which annual cash bonuses are paid to executive officers, and the
2004 Restricted Stock Award Program (the "Restricted Stock Plan"), under which
awards of restricted stock are granted annually to executive officers. On March
30, 2005, the Committee approved the performance criteria that will be used to
determine cash bonuses and restricted stock awards for executive officers for
2005. The Committee established a graduated schedule using earnings per share
with respect to both cash bonuses and restricted stock awards. In addition, the
Committee will also evaluate return on invested capital when determining
restricted stock awards.
A copy of the Incentive Compensation Plan was filed as an exhibit to
the Company's Annual Report on Form 10-K for the year ended December 31, 2002
and a copy of the Restricted Stock Plan was filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MASCO CORPORATION
By: /s/ Timothy Wadhams
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Name: Timothy Wadhams
Title: Senior Vice President and
Chief Financial Officer
April 4, 2005